Foundation Board Minutes for Tuesday 27 November, 16:30 UTC

Attending

Regrets

Agenda

Minutes

  • Conflict of interest policy (Neil)

    • https://wiki.gnome.org/Foundation/ConflictOfInterest

    • We are continuing the discussion from the previous meeting about a conflict of interest policy for the GNOME Foundation, with the intention to vote this week. This is a requirement for nonprofit organizations, in order to avoid legal sanctions for the organization or for individual directors in the case where a conflict of interest were to occur. We do this informally through the Board elections, but this policy is a more formal way of doing it.
    • Carlos: Article II, point 3 - how was the specified number chosen?
      • Neil: It matches the legal definition of "key employee"; see the requirements for the compensation committee.
    • Carlos: Does "program" mean something like GUADEC?
      • Neil: Yes.
    • Carlos: "The Board shall take appropriate disciplinary and corrective action" - does this have legal implications?
      • Neil: It depends on the specific case. It's left somewhat open so it's up to the board what to do about it.
    • Allan: Board members are supposed to declare conflicts of interest as they happen?
      • Neil: They are supposed to be declared per transaction. Most things we do wouldn't be covered.
    • Federico: What if a staff member wants to be a Board member?
      • Neil: No, we cannot have staff as board members.
    • Allan: Are board members supposed to acknowledge and sign the policy as soon as their term starts?
      • Neil: Yes, this is in the works as part of the new board member "package."
    • VOTE: Adopt the conflict of interest policy as a Foundation policy
      • +1 unanimous
    • Neil: Everyone needs to sign the form now! We should open a gitlab issue.

    • ACTION: Federico - Make a GitLab issue for board members to sign the Conflict of Interest policy form.

    • Allan: would like to have links from wiki pages back to Board minutes when these votes/decisions are made, to be able to track when things got implemented.
  • Compensation committee charter (Rob)
    • Background: There is a legal requirement for the Foundation to prove to the tax authority that there is an independent process for determining the executive director's compensation package by examining how similar organizations compensate their senior leaders. Specifically, it must prove that the ED does not set their own salary. Many nonprofits choose to appoint a compensation committee that does the required research and reports to the board. We would like to do this as well.

    • See for the discussion https://gitlab.gnome.org/Teams/Board/issues/78 (draft charter is https://gitlab.gnome.org/Teams/Board/issues/78#note_366247 )

    • The board cannot delegate the setting of the salary directly; the compensation committee has to submit their recommendation to the board and then the board approves it.
    • Carlos: does the charter mention this non-delegation?
      • Rob: each committee charter says what powers the board has delegated to them, in this case, none (they cannot set the salaries directly, the board has to approve them).
    • VOTE: Approve the compensation committee charter with the addition of the point below; appoint Nuritzi, Carlos, and Rob as members
      • +1 unanimous
    • ACTION (Carlos): Create a wiki page with the compensation committee's charter.
    • ACTION (Carlos): Create a mailing list for the compensation committee.
    • This is a committee within the board; it doesn't need a board liaison.
    • Allan: does the committee need to propose salary numbers now?
      • Rob: We would like to have a proposal by early February.

  • Allan: Please don't forget to review open issues on GitLab.

Actions

Text to be added to the compensation committee charter:

  • Powers that the board is devolving to the committee: None. The committee is not able to set the salaries autonomously. It makes its own inquiries and makes recommendation to the board to consider.

FoundationBoard/Minutes/20181127 (last edited 2019-01-14 07:30:20 by PhilipChimento)